Children of Hephaistos
by thetwelfthdoctor
Summary: Sequel to City of Screaming Spires - read that first! The TARDIS is still malfunctioning, leaving Gemma and the Doctor on a strange planet where the people are not what they seem to be.
1. Prologue

Prologue

Gemma sat on the floor of the TARDIS control room, still looking around her with great interest. The Doctor was lying on the floor, inspecting various pieces of TARDIS innards, frowning and grumbling. He had been grumpy ever since the TARDIS had taken off on auto pilot, back in Oxford. Gemma had no idea where they were now. Space somewhere, she hoped. Or perhaps some_time_ different? She grinned. Despite the Doctor's reluctance to take her somewhere in the TARDIS, she was still glad to be there. Perhaps, when the TARDIS finally stopped, it would be somewhere with other spaceships. Then perhaps she could hop on one of them – man, it would be a blast! She could go exploring the stars! Restlessly, she got up, wandering round the room. She touched the TARDIS wall, and felt the warm vibrations of the ship. The Doctor had been very perturbed that she (the TARDIS, Gemma had learned, was a "she") had taken off without him at the controls. It was, apparently, very unlike her. And she had done it twice in a row. Gemma patted the wall appreciatively.

"Are there any windows anywhere?" she asked, at last. She knew the Doctor was not in the mood for questions, but she was travelling in _space_. She had to have a look at it while she could. The Doctor sighed and got up. He was frustrated that he couldn't work out what was going on with the TARDIS. Their telepathic link wasn't helping him, and every time he ran a diagnostic, it came back telling him that she was reacting to a distress signal, same as before – except that there hadn't been a distress signal last time. Good thing that he _had_ ended up on Earth when he did, but no distress signal. He would check her over properly when they had stopped.

"Here" he said, walking over to the door of the TARDIS and opening it. "We're shielded in flight." Gemma came to stand next to him, wordlessly gazing out at the whirl of lights and psychedelic patterns.

"It's beautiful!" It had completely taken her breath away, and she just stood, staring in awe. The Doctor smiled. He still appreciated the beauty of the time vortex, even now, but that moment of dazzling wonder was long gone for him, and he liked seeing it in other people. "But where are the stars?"

"That's the time vortex" the Doctor explained. "It means that wherever the TARDIS is taking us, it's through time aswell as space." He gently closed the door. "I suppose we just have to wait to see where we end up now."

"To the future? Or the past?" Gemma asked, following the Doctor back to the console. He shrugged, hands in his pockets.

"No way of telling" he sounded like he was cheering up at the thought. "Could be anytime, anyplace."

"Brilliant!" Gemma grinned, leaning on the rails surrounding the controls, taking her weight on her hands and swinging herself gently to and fro.

"I hope it's another planet. Or ancient Egypt – I'd love to see exactly how they built the pyramids" the Doctor nodded, smiling knowingly "Or the World Cup in 66. I reckon it must have been mad..." her eyes sparkled. "Or the future. What's it like?"

The Doctor raised an eyebrow, as the TARDIS clanked to a stop. "You might just get to find out" he said, nodding towards the door. "Shall we?" Gemma took a deep breath, trying to calm down her heart, which was beating wildly with excitement. She nodded, and joined the Doctor, who had pulled on a long brown overcoat, as he opened the door.


	2. Chapter 1

Chapter One

They stepped out into a world that, despite outwardly not looking very different, was clearly _not_ Earth. The TARDIS appeared to have landed at the edge of a large open square in a city. The buildings which surrounded them were tall, elegant structures. And clean, Gemma noticed. All so _clean_. Even, she breathed in deeply, the air. Even the air was clean.

"What do you think?" The Doctor asked her, also gazing around.

"Shiny. Very shiny." The Doctor glanced over at her, seeing real excitement on her face, despite the brevity of her words, and smiled.

"Shiny, shiny, shiny!" he echoed her words and grinned, wider than ever. "It is shiny, isn't it?" he looked round, screwing up his eyes in the bright sunlight. The square seemed to be empty. "And deserted. Again. Where have you taken us?" His last words were directed towards the now silent blue wooden box behind them. At that moment, doors opened all across the square, as somewhere in distance a bell began to chime.

As Gemma and the Doctor watched, figures began to trickle out of the opened doors, the stream increasing until the square was awash with people – human or, at least, human looking. Gemma stared in confusion. Despite the multitude of people milling round, she could still clearly hear the bell in the background. The people were silent, no one speaking as they moved, eyes fixed ahead, avoiding eye contact with one another. They parted as they reached the Doctor and Gemma, still without meeting their eyes, and silently filed past. Even the anomalous TARDIS, battered blue wood sticking out like a sore thumb in the shiny newness of the architecture that surrounded it, didn't raise a reaction from them.

Gemma raised her eyebrows at the Doctor, who was frowning as the crowd streamed by. Turning to one of the women walking past, Gemma tried to catch her eye. The woman, who was dressed in a smart business suit, walked straight past. Turning to the man following her, Gemma deliberately stood in his path. He sidestepped her and continued on his way, all without looking at her. Gemma turned to the Doctor in confusion. He shrugged, and placed himself in front of another person, taking hold of her shoulders, so that she couldn't just walk past.

"Hello" he said, "Where are you all going?" The woman he had stopped, who looked like she was in her late twenties, smiled at him, before replying.

"We are going home"

The Doctor smiled back. "Oh, lovely. Home time's good, isn't it? Where is home then?"

The woman smiled again, although seemed confused by the question, as she had before.

"In the living quarter" she moved away from the Doctor's grip. "Goodbye now!" she rejoined the river of people, which was dwindling now, and the square emptying out again.

"What's going on?" Gemma queried, stepping out of the way of the last stragglers as they trooped past in eerie silence, but peering closely at them. They looked completely normal, apart from refusing to make eye contact with her, and not speaking. "It's like they're sleepwalking… or is this your average alien behaviour?" She looked questioningly at the Doctor.

"Could be for here, I suppose" the Doctor said. "The TARDIS systems are still playing up, so I don't know where we are. But" he scratched his ear, thoughtfully "it is a bit odd, isn't it? And there might have been a distress signal for real this time…" he mooched up behind a middle aged man carrying a briefcase and a tightly furled umbrella. "Let's see where they are going."

They followed the man, and the other people who were all heading the same direction, along a wide elegant boulevard, flanked by the same anonymous clean glass buildings that had lined the square, out into what was clearly a thoroughfare. The road had what looked like tram lines running along it, and sure enough, the people were pooling, still silently, in groups like they were waiting for a bus. Just as the Doctor and Gemma stepped out onto the concourse, a swish looking vehicle pulled up, and people began to get onto it, crowding on still standing, until the entire – tram, Gemma thought, for want of a better word, although it was much more advanced, smoother and, well, shinier – was filled, and pulled smoothly away from the stop, gliding almost noiselessly along the tracks and away.

"Well" said Gemma, puzzled. "It's not like Earth, but, I've got to tell you, it's not what I expected!" she puffed out her cheeks, trying to work out if she was disappointed. Not, she decided, in the end. It was weird, that was for sure, and intriguing, and… where was the Doctor going? She focussed as he strode off down the concourse, past the tram stops, to where, she could now see, there was more movement, a little further down the road. And, she realised, some faint sounds drifting to her ears. She grinned, and trotted after the Doctor, heading for the source of the disturbance.

As they drew near, Gemma realised that they had moved from what had seemed to be the business district, into an area that was primarily full of schools. All the children were streaming out of their classrooms, in the same weird hush as the adults up the road, and being supervised into the same sort of vehicles to be transported elsewhere – also, presumably, to the living quarter, wherever that was. Gemma and the Doctor stood and watched as the children, in neat crocodiles, went wherever the teachers directed them.

Further to the left, they could see there was some kind of a disturbance going on. As they drew loser, Gemma could see that there were a couple of scruffy looking people – probably about thirty years old or so – shouting something and trying to divert the children away from the tram stop. The children were simply filing past them, displaying the same lack of recognition that the adults had shown to the Doctor and Gemma just up the road. The Doctor looked at Gemma, his face registering the same confusion and concern that hers had. This just didn't seem right.

They walked together through the children (like Zombies, Gemma muttered under her breath as they passed) towards the hubbub. The two troublemakers were shouting at the tops of their voices, seemingly to the children.

"Listen to us!" They yelled, a tinge of desperation apparent in their voices. "We can let you think – we can help you! Just come with us, children, please come with us!" The teachers had carefully positioned themselves between the defenceless children and the two figures who harangued them. Just as the Doctor and Gemma approached, the man who had led the yelling leaped forward and grabbed a child. Holding him in a bear hug, he turned to run, followed by one of the teachers.

"Hey!" yelled the Doctor and Gemma, simultaneously, setting off in pursuit of the two lonely figures, who bore the child off between them, and the teacher, who pursued them.

It happened so fast that Gemma would have had trouble describing what had happened, if anyone had asked her. It almost seemed like the teacher, in his effort to grab the boy back, pushed the kidnapper and the boy into its path. Whatever the cause, she saw, in vivid slow motion, the kidnapper desperately twisting his body, trying to get himself and the child out of the way of the onrushing tram, saw his foot slip, the look of terror on his face as he realised what was happening, saw the child fall from his arms into the path of the tram which proceeded at top speed, unheeding. Gemma thought she might have screamed, or yelled, but it was too late for a warning.

They stared in horror as the boy fell into the tracks, bouncing off the approaching tram, and collapsing in a heap on the side of the road. Gemma sprinted forwards, and knelt beside him, knowing as she did so that he could not have survived. His eyes were closed and his head crumpled at an unnatural angle, limbs splayed out where he had fallen.

"Doctor!" she cried, fear and panic making her throat raw "Doctor, help!" The man who had been carrying the boy was there too, on his knees, distraught, his face registering absolute horror as he stared at the boy's body.

"Help!" he echoed Gemma's words in no more than a whisper, looking up with unseeing eyes as the Doctor approached. "Please, help him..."

The Doctor crouched down, his dark eyes deep with sympathy and sorrow, overcoat scuffing the floor as he reached down to Gemma's shoulder.

"I'm sorry" he said, laying a hand on Gemma's as she involuntarily reached out towards the boy. "I'm so sorry, but I'm not that kind of doctor." His voice was gentle, achingly regretful, as he curled an arm round Gemma, whose breath came in short sobs as she began to comprehend what had happened.

The man scrabbled to his feet, tears streaming down his face. "I never meant to...." he stopped as his face crumpled under the guilt, and he turned and fled after his partner, who had long since disappeared.

Gemma stared around, tears pricking her own eyes.

"Why will none of you _help_?" she raged at the crowds who continued to walk past as before. Even the teacher who had run after the kidnapper had returned to his duties supervising the crocodile of children, as if none of them had been snatched. As if the small limp body in front of her did not exist. "What's wrong with them?" she slapped the ground, hard, making her palm sting.

The Doctor, however, was staring at the boy's body in front of them. He removed his arm from Gemma's shoulders and stepped closer.

"Hang on a tick" he said staring down at the boy's head. "That's not blood!" he stared even closer now, his face inches from the boy's. "Oh, it's bio-oil!" The Doctor very suddenly came to life, reaching into his inside jacket pocket for the sonic screwdriver, hauling the body into his lap. "Which means, my lad" he said through clenched teeth "You are very much in luck, because" he grunted as he adjusted the settings on the screwdriver and held it to the boy's ravaged head "it just so happens that I am _exactly _that kind of doctor...."


	3. Chapter 2

Chapter Two

Gemma gasped and staggered back, her revulsion at the Doctor manhandling the mangled body completely forgotten when she saw what had happened to the boy's head. His scalp had peeled back, obviously caught when he fell into the tram. But, where she had expected to see blood and bone, she saw instead an expanse of shining oiled metal, and protruding wiring. She realised with a sick kind of fascination that the boy was not human, not alien, not organic. He was some kind of robot, built to look exactly like a human.

She stood up, backing away from the Doctor, who cradled the boy, working furiously to fix him, and gazed with growing comprehension at the crowds who surged past, unwilling to even register the unconscious boy in the Doctor's arms. Well, she thought, running her hand through her hair as she became aware that she was staring rather wildly at the crowd, not the boy. The robot built to look like a boy. She took several deep breaths, before focussing again on the Doctor.

"Will he be OK?" her voice shook, just a little, as she spoke. The Doctor didn't look up from his task.

"I think so" he said, zapping away with his screwdriver for all he was worth. "The damage isn't all that bad, apart from it seems to have completely inhibited his decision making capabilities – his 'choice chip' is taking some fixing...." he fell silent, concentrating once more on correcting the damage.

Gemma stood awkwardly by. It was very odd – she felt terrible for what seemed to her heart to be the broken body of a little boy. Meanwhile, however, her brain was beginning to digest that it was not, in fact human. He was a robot, with a computer for a brain.

"Can he feel?" she asked the Doctor, as the boy/robot started to move, his hand twitching where it lay hanging loosely against the Doctor's back.

"Not at the moment" the Doctor grunted, still focussed on sonicking his brain back into place. "I'm just about to re-connect the neural interface with the bio-nerves, though, and then he will." As he spoke, the boy (Gemma found that she could not think of him as anything other than a boy) let out a small whimper. Immediately Gemma knelt down beside him, holding his hand, soothing him while the Doctor finished his work, and then helped him upright.

The boy, who looked like he was about 8 years old, stood in front of them with a look of utter confusion on his face. Tears welled up in his eyes and ran down his cheeks, in discoloured trails.

"Why does it hurt?" he sobbed, putting a hand up to his head, as if unaware of the gaping hole there.

Gemma reached out for him, pulling him to a hug. He leant against her, sobbing uncontrollably. "I don't understand" he was gasping "Why does it hurt?"

"Shhhh" Gemma rocked him from side to side, desperately trying to comfort him "It's going to be OK. What's your name?"

The boy looked up at her, with big blue eyes filled with confusion. "I don't have a name." He said, as though thinking about it for the first time. "Why don't I have a name?" He frowned, puzzled. "Everyone should have a name..." He ran his hand up his hairline, and yelped in pain as he found the tear. Gemma turned to the Doctor, a raw sympathy in her eyes silently begging him to help.

The Doctor, slightly surprised at the intensity of Gemma's reaction to the boy's plight, adjusted his screwdriver, and again went to work on the boy's head.

"If I can just dampen the pain receptors…." He muttered to himself. "There, that should do it!"

The Doctor sealed the gash in the boy's head, and stood back as he, despite clearly no longer being in pain, wept in confusion. Over his head, Gemma shot the Doctor a different sort of "Help!" look. He frowned, and then crouched down in front of the boy.

"Hey" he said gently, "Hello!" the boy looked at him suspiciously. "I'm the Doctor." He carried on heedless of the fearful gaze that regarded him. "That's Gemma" he smiled at the boy, his most disarming smile. "I think you should have a name too – how about Bob? Or Billy? Or Fred? Or Tom?" the boy's face moved gradually from suspicious to thoughtful, and finally to pleased.

"Fred" he said, testing out the sound on his tongue. "I like Fred"

"I do too" said the Doctor. "Great name, Fred. Fred, Freddie, Frederick!" he grinned. The boy smiled back at him. "Now, tell me, Fred, how do you feel?" Behind his smile, Gemma could tell that the Doctor was asking a serious question.

Fred smiled, his eyes beginning to sparkle. "I feel!" he said, in amazement, it seemed. "I feel…" his eyes swept around, as if seeking inspiration. Finding none, he looked up at Gemma and the Doctor "I feel like you feel!" he said at last.

"Ah" said the Doctor, for a fleeting moment a look of extreme anger passing over his face. Fred didn't see it, but Gemma did, and was, not for the first time that day, extremely confused. "Well!" the Doctor continued, springing up and looking down at Fred. "That's good, then, because we feel pretty good – don't we Gemma?" he turned to her, smiling encouragingly. Gemma realised that her mouth was hanging wide open in confusion. Pulling herself together, she shut her mouth and smiled down at Fred.

"Course we do" she said, jovially. "Brilliant. We feel brilliant!" Fred smiled back up at her.

"I feel brilliant!" Fred smiled and skipped a step away from Gemma. "I feel brilliant!" he said again, waving his arms in the air.

"_What_ is going on?" Gemma hissed to the Doctor over Fred's head. "Why is he acting so weird? Have you fried his brain?"

"Oi!" the Doctor objected "I haven't done anything! Well, nothing bad, anyway." He was watching sadly as Fred pranced in front of them. "But someone else has." He looked grim.

"What do you mean?" Gemma was getting frustrated. OK, so they were on another planet, where everyone seemed to be robots, but it beat her up when she couldn't get any kind of handle on what was going on. Especially as the Doctor seemed to have it all worked out.

Seeing that Fred was still distracted by feeling brilliant, the Doctor hauled Gemma a few steps away.

"All these people" he gestured to the few remaining figures waiting for, presumably, the last tram "are androids." Gemma nodded. That much she had figured out for herself. "Very advanced androids" the Doctor continued. "They have the capacity to do more or less anything a human can do, feel anything that a human can feel – basically, they are programmed to react to things – the world around them, each other, humans, animals – exactly as a human would."

"Well, he might be" Gemma said, nodding at Fred, who was hopping on the pavement, trying to not stand on the lines between the paving slabs. "But the others weren't, they were just like sheep or sleepwalkers or something."

The Doctor looked grimmer still. "He wasn't like that before either" he said, turning away from Fred to ensure he couldn't hear his whisper to Gemma. "Not until I fixed him. I think the damage to his choice chip, his personality, all of the part of his brain which makes him who he is…" he broke off and lowered his voice even further "All that damage was done long before I got into his head. Some real butchering had gone on in there, poor little guy." Gemma stared at the Doctor.

"Someone had – what? Damaged his brain?" she whispered too, in disgust.

The Doctor nodded sombrely. "And not just him, by the look of it, all those others as well" he scrunched up his forehead in thought. "Someone has taken the capacity to feel away from them…" Gemma shuddered.

"Why would anyone do that?" she asked, once again watching Fred, who was crouched down examining something on the floor. He was like a normal child, very different to the neat crocodiles of silent, soulless children they had seen earlier.

"No feelings means no imagination, no unrest, no breaking the rules…" the Doctor's eyes burned dark as his face set hard. "Someone has created themselves an army of slaves, who work without question, do what they are programmed to do…" he too looked at Fred, who turned to them, giving them a great big smile "And whoever it is, they have been torturing and destroying kids like him, an entire android race by the look of it, to get it." Gemma heard the ice cold anger in the Doctor's voice as he spoke, and shivered involuntarily.

"Those people – the ones who tried to take Fred – they said they could help the children think, didn't they?" Gemma remembered, too, the look of sheer horror in the man's face as he had seen the stricken boy. "And they could feel. Do you think they were human? Or androids whose brains hadn't been damaged?"

"Dunno" the Doctor stared out down the road in the direction that they had run. "They might know a bit more about what's going on though, and what to do with him…" As the Doctor turned towards him, Fred got up from his examination of the sidewalk and walked over to them. Trustingly looking up at the Doctor, he reached out and took his hand.

"Are you going to be my Daddy?" he asked, innocently, squinting up at the Doctor. Gemma nearly laughed out loud at the look of absolute fear that passed across the Doctor's face.

"Errrr…." He said, nonplussed, before turning wide startled eyes to Gemma, who held up her hands and shrugged, leaving the Doctor to his predicament. "Well…." He said, looking down at Fred, and trying to disguise his panic. "Let's just think of me as a friend for now, ey?" Fred nodded, apparently accepting the Doctor's decision happily enough. As they set off in the footsteps of the erstwhile kidnappers (with the Doctor breathing a not very subtle sigh of relief), Gemma noticed that not only did Fred keep a tight hold of the Doctor's hand, he was also running his other hand through his hair in a reasonably successful attempt to get it to stand up in an imitation of the Doctor's scruffy look. Chuckling quietly at the Doctor's discomfort, Gemma followed.

They had walked for some time before they spotted it. Fred had been hopping around between them, picking up more and more of the Doctor's habits as they went along – he was striding with his hands in his trouser pockets, peering curiously around him when Gemma stopped, suddenly. The Doctor, eyes fixed on some distant thing in the sky, walked into her back. Fred, his eyes fixed on the Doctor's shoes, walked into her side. Muttering apologies, they backed off.

"There" Gemma nodded quietly towards a building that looked like a hotel. "See that building?" The Doctor looked over before turning back to Gemma with a delighted smile.

"A hotel.." he grinned "of course!" Gemma smiled as Fred stood like a smaller version of the Doctor, all teeth and cheeky smile. "Why would a hotel be needed outside the living quarter? Well spotted, Gemma." Gemma didn't know whether to be annoyed or amused by the lilt of surprise in the Doctor's voice. However, given that she had only realised the hotel was out of the ordinary because she had seen a shifty looking man casting a look over his shoulder as he walked in, she decided not to raise the issue.

Grabbing hold of Fred's spare hand (his other was already firmly gripping the Doctor's) Gemma led the way across the road and into the hotel. Tentatively, she pushed open the smooth tinted glass door, feeling almost guilty as she left smudged fingerprints on it. She pushed her head round, dragging Fred and the Doctor after her. The lobby was a vast, empty echoing space, paved in cool marble, decked out in an almost clinical sparsity.

"Shiny" muttered the Doctor, pulling out his glasses. Fred copied him. Gemma was about to smile at him, when the three of them were ambushed from behind. Gemma saw strong arms sweep Fred up as a sack descended over the Doctor's head: Before she could react, a sack was roughly forced onto her own head, followed by a stinging thump and darkness. Just as she blacked out, she heard Fred's terrified yelp. "Doctor!"


	4. Chapter 3

Chapter Three

Gemma could hear a groaning, a wretched, pain filled moan, that she wished would stop, it was hurting her head. Slowly, her thoughts reordered themselves. Her head hurt because she had been hit on it. That she remembered. And it was dark because she had a sack over her head. No, that wasn't right. The sack was gone. It was dark because she had her eyes closed. She opened them, and the world slowly swam into focus. She lay, on her side, on something soft. A sofa. Why would that moaning not stop? She sat up, slowly, as the world span and shifted back, nauseatingly. The sofa was against the wall of a small room. A table was in front of her, a few chairs, some lockers. She was in some kind of staff room. On the floor to her right lay the Doctor. And, she realised, the moaning was coming from him. Staggering slightly, she covered the ground across the small room, kneeling down beside him. His face was pale, and his fringe was plastered down over a forehead she could see was damp with sweat.

"Doctor" she whispered, shaking his shoulder gently. "Doctor, wake up!"

He mumbled and stirred, at last stopping the terrible moaning. Gemma breathed a small sigh of relief, and helped him up onto his elbows. He shook his head vigorously, making Gemma wince, and opened his eyes. They showed incomprehension at first, gradually focussing, until, like he had suddenly flicked a switch in his brain, he grinned, and bounded to his feet.

"Ambushed from behind, ey?" he scanned the small room quickly, before heading for the door. "We must be on to something!" He turned the doorknob and inched open the door. Unlocked, Gemma noted, surprised. "Come on!" He poked his head through the door cautiously, and then disappeared out entirely.

Gemma took a step after him and staggered, finding her legs still wobbly. The Doctor's head came back through the doorframe. "You alright?" She nodded, but he took in her pale face and shaking hands, and came back into the room, more slowly. "You sure you're OK?" he asked in a less excitable voice, concern showing in his eyes.

Gemma nodded again. She would be, just needed a bit more time. And she really wanted to go and find Fred, of whom there was no sign. The Doctor held out his hand and Gemma took it, without thinking. Hand in hand they headed out into the corridor, the Doctor reducing his exuberant striding to a normal walking pace, for a while at least, passing his other hand through his hair, ruffling it back into place.

The corridor was ill-lit and dirty, tiled and cold. Gemma wrinkled her nose at the unpleasant odour which permeated the air, in stark contrast to the clean air outside. The strip lights overhead buzzed and flickered as they made their way towards a door at the end of the corridor. It looked like a hospital door, with a window at head height. The Doctor paused by it, peering carefully in. Gemma heard his intake of breath, and pushed closer to him to get a look herself.

The room was a sort of operating theatre, it's walls covered with glass-fronted cupboards filled with bizarre looking devices. In the centre of the room, under a lamp, was a cross, to Gemma's eyes, between a dentists' chair and an instrument of torture. Instead of a headrest it had a strange, dangerous looking clamp, clearly designed to hold a head in place.

"Is this where they do the – whatever – to their brains?" Gemma gulped, thinking of poor old Fred, somewhere on his own in this place.

"Must be" the Doctor sounded grim "Those are the right sort of instruments – but they're rudimentary. This isn't a well stocked facility." He turned from the door and continued down the corridor, more purposefully. Gemma found that her head was clearing, and she slipped her hand out of the Doctor's, taking in more of her surroundings.

They carried on down to a point where the corroder turned sharply left, ending at a double doors. Again, they had glass windows at head height, so the Doctor and Gemma approached, warily. Through them, they could see two figures standing in a sort of lobby. Gemma nudged the Doctor, who nodded silently. He had already noticed. One of those figures, dressed in a white coat, was the man who had snatched Fred earlier, who had dropped him in front of the tram, and next to him, apparently being questioned, stood Fred himself. Suddenly, Fred half turned, and caught sight of them through the glass, and a delighted grin broke out on his face.

"DOCTOR!" he yelled, although no sound reached through the thick swing doors, and launched himself towards them, running at an almost diagonal angle from the floor in his eagerness to reach them. Gemma stood back from the door just as Fred burst through a full pelt. The Doctor, however, was not so lucky, and caught the door smack in the face as he tried to get out of the way.

"Ooof!" he said, massaging his nose tenderly. "Will everyone please stop hitting me in the head?" Fred, oblivious, had caught the Doctor in a hug, his arms reaching around the Doctor's waist, his face resting against his midriff. "Hi Fred" the Doctor awkwardly patted him on the head. Gemma smiled at the boy, and was rewarded with a hug of her own, which she returned. Clearly whatever their plans were for him, they had not got to him yet. She breathed a sigh of relief.

The man in the coat approached them, looking slightly sheepish.

"Sorry about that" he said "We had to be sure you weren't with them. As soon as we realised you weren't, we left you to recover." His eyes showed concern. "How are you feeling?" Gemma, who was still feeling the effects of the blow to the head, grunted a little grumpily. The Doctor, however, finished rubbing his nose and smiled.

"Oh, fine" he said. "I'm the Doctor, this is Gemma, and I think you have already met Fred?" The man looked down at Fred, who was sticking close to the Doctor again, as if he was afraid he'd be taken away.

"Yes, I've met Fred" he said, in a peculiar voice.

"So" continued the Doctor breezily. "Do you want to tell me why, exactly, you operated on him and removed his capacity to think?" He said it in an offhand way, as though he wasn't even interested in the answer, but Gemma could see the man in the white coat stiffen, as if he was going to launch himself at the Doctor. When he spoke it was in a snarl.

"I did no such thing" his fists were clenched and he was clearly furious.

"We saw your operating theatre" objected Gemma "and the Doctor scanned his head!"

"I did" the Doctor confirmed. "I scanned Fred's head." He smiled in delight at Gemma. "Fred's head!" he repeated, happily "I like that!" Gemma began to wonder if the Doctor's own head had recovered quite as well as she had thought.

"We _reverse_ the damage." the white coated man spat the words at the Doctor, who looked surprised for a moment, then grinned at him.

"Oh good!" he said "Good, good, good!" he continued to grin like an idiot. "That means we're on the same side, 'cos that's what I did too!" The man looked to Gemma in confusion. She shrugged. It might be the blow to the head, but it might just be the Doctor. He was a bit like that.

"So what's with the damage?" The Doctor had turned serious again, another quicksilver change of mood. "That boy's brain was butchered, and I'd guess all those other people were too."

The white coated man suddenly looked tired, and the fight seemed to seep from him.

"Perhaps I'd better show you" he said, leading them away.

His name was Sam. He introduced himself as they were walking down one of the endless corridors which apparently criss-crossed the hotel. He was curious to hear where they were from, how they got there, what they were doing. The Doctor did not appear to be in forthcoming mood, simply telling Sam that they were travellers, had landed here in their ship and that when they had found Fred they had realised that something was going on. Gemma just listened, taking in everything they were saying, trying to make sense of it all in her spinning head.

They were an android race, Sam said, the entire planet, which was called Hephaistos. And they had been living out their lives in relative happiness, until one day they had received some unexpected off world visitors.

"A whole army" explained Sam darkly. "They invaded – we were helpless against them. As soon as they realised they could change the brains of the people they captured, there was no stopping them. They savaged the heads of every prisoner they took, taking away their personalities, stripping them of everything that made them who they were." He turned into another doorway and stopped. "They started operating on children – on _children_ – so that when they grew up the entire race would be under their control…" The Doctor was looking more and more thoughtful, and Fred more and more confused as Sam talked. Gemma knew how he felt.

"But" Gemma started to speak, not noticing the Doctor shaking his head at her. "You're robots – who builds you? Couldn't they just re-programme you?"

Sam looked at her as if, she thought, she were some kind of vermin, and stupid vermin at that. The Doctor quickly intervened.

"These people are an _extremely_ advanced race of androids" he explained "Not like the robots back on Earth who need humans to build them. These androids, the... sorry, what is your race called?" he turned to Sam for assistance.

"We are the Alberti Magni." said Sam, mollified slightly by the Doctor's respectful tone.

"They are born, like humans." The Doctor nodded to the nursery behind the door where they had stopped. It was filled with android babies, looking no different from a nursery on Earth. "The babies are built, for want of a better word, in the Mother's womb, they are programmed to grow by the Mother's brain, and develop in accordance with their programmes. Nano-technology is implanted in them to assist growth, and, aside from being made of metal and electronics, they're no different from you and me."

Gemma, embarrassed to have put her foot in it with Sam, just nodded, while her brain took in the information the Doctor had just given her. Androids who reproduced themselves. Intelligence that was not artificial. These were aliens, more than they were robots.

"Hey!" Gemma opened her eyes in shock, as the full extent of the new knowledge sank in. "_Hey!_" she looked aghast. The Doctor watched sympathetically as comprehension dawned for her. "That means that someone is frying the brains of innocent people –real, sentient people – to get the work done on this planet!" her horror was growing. This was not like re-programming some robot or computer to do jobs like back on Earth. This was like performing lobotomies on humans so they wouldn't object to working down a mine all day, taking away their ability to object to it.

Again, Sam was looking at her as if she was some poor fool to be pitied. The Doctor turned to him and whispered "Humans – take their time, but get there in the end" causing Gemma to slap his arm, and Sam to shrug and turn away.

"We're the resistance" he said "There are a few of us who managed to escape the surgeries. Not many, but enough to keep hope alive, although they are tracking us down mercilessly. We are able to reverse the surgery in some. The children are easier." He nodded towards another room adjacent to the nursery, where children around Fred's age were playing, reading, talking. Acting like normal kids, thought Gemma. Fred tugged at the Doctor's coat.

"Can I go and play with them?" he asked. The Doctor nodded, and Fred ran into the room, happily.

"So" Gemma said slowly, making sure she had understood the situation. "The Alberti Magni lived here until these aliens invaded and began to remove parts of your brains in order to have you as slaves to work for them. Is that right?"

Sam nodded. "They were fighters. But now, now they have become indolent. They sit and reap the fruits of our labour, trade our goods with other planets, use us as servants..." his anger was clear to see. "One day we will drive them out and reclaim the planet for ourselves. And we will be free again." He looked brave, Gemma thought, brave and noble. And sad, as if he did not believe in the words he was speaking. The Doctor was looking at him with a kind of pity, as if he too sensed the idea that they were already beaten.

"These aliens" said the Doctor, fixing his once again intense gaze on Sam. "Who are they?"

"The Tessellen" Sam answered, venomously.

"Ah" the Doctor raised his eyebrows in recognition.

"You know of them?" Gemma asked.

"Oh yes" the Doctor's eyes suddenly looked every one of his nine hundred odd years. "Oh, yes, we go way back..."


	5. Chapter 4

Chapter Four

"The Tessellen" the Doctor told Gemma "are known for exactly this behaviour. They find planets that contain species that they can control in some way – by force, by telepathy – like here, by surgery, and they sit in orbit above the planet, bleeding it dry of every resource, before moving on to another world. Of course!" he slapped his forehead "I'm a thicky thickster...Of course it's the Tessellen. Classic tactics – they've got a race of slaves, and an advanced planet economy to just take over and get fat off." He looked thoughtful, now he had worked out who was responsible for the violence towards the androids they had seen. Gemma wondered what exactly he was planning. He was though, she was sure, planning something.

They stood watching Fred, as he happily ran around playing with his new friends. Gemma noted, with amusement, that he looked like he had initiated a game which involved him being the hero, fixing the other children's heads with a make believe handheld device. He would then ruffle his hair and stand with an air of deep thought, before leading them all off at a gallop, grinning hugely. She nudged the Doctor. "Remind you of anyone?" she smiled at him, and laughed again as she saw the look of embarrassed pride in his face.

"How did you manage to fix him so quickly?" Sam asked in confusion. "It takes us weeks of rehabilitation to get children that age to adjust to having free will..."

The Doctor did his best not to puff up. "Ah, well, you shouldn't feel bad" he said, "I'm just very, very clever..." Gemma muttered something that sounded like "modest much?" behind him, but he carried on, ignoring her. "What you need to do is activate your cortex _before_ the tegmentum, and keep it ticking over at a very low level of functionality until you have rebooted the other sections in sequence – look..." the Doctor hopped over to the wall, pulling out a pencil, and began to sketch a complicated diagram. To Gemma it looked like a meaningless scrawl, but Sam was following the Doctor's explanation with interest.

"And that works?" he asked, as the Doctor finished talking and looked up at him, a happy grin on his face.

"Yep!" the Doctor smiled "Easy peasy lemon squeezy!" Sam paused, staring at the Doctor's diagram, and ran a hand through his hair.

"Even when you deactivated the Parietal node?" Sam sounded amazed, hopeful and suspicious, all rolled into one.

The Doctor screwed up his face. "Well, it would, but why would you want to deactivate the node? Wouldn't that mean you have trouble working out where you are?"

Sam stiffened, instantly alert. "Yes, but so do they. Didn't you deactivate Fred's?"

"Ah" the Doctor said, slowly "No. Should I have?" Sam cursed and sprinted from the room, crashing his hand into a fire alarm on the wall on his way past. Immediately the air filled with the wail of a siren, and all the adult supervisers leaped into action, shepherding the children out of the building. "What's the matter?" The Doctor, concerned, ran after Sam, who had grabbed hold of a frightened looking Fred.

"That's how they track us down!" Sam handed Fred over to the Doctor. "When you activated Fred's personality without deactivating his Parietal node, he will have flashed up on their systems. And now that's how they will find him – and us if we don't get away. I'm sorry!" Sam looked torn "but he can't come with us. He's putting us all at risk!" Without another backward look, Sam joined the last of the residents as they left the now empty building, retreating to another hideaway, who knew where.

Fred looked up at the Doctor.

"Who will find me?" he asked, in a small voice.

"No one is going to find you" Gemma answered firmly before the Doctor could speak. "Come on!"

She took Fred's hand and ran with him down the corridor back towards the operating theatre, the Doctor hot on their heels.

"Always the running!" Gemma shot over her shoulder at the Doctor, who grinned.

"I like running!" squeaked Fred, making the Doctor's grin even wider as the three of them skidded round the corner, pelting through the double doors and down past the theatre and staff room.

"There's got to be a back way out somewhere!" panted Gemma, her eyes frantically searching the walls for a way out, as the breath burned in her lungs. The Doctor had whipped out his sonic screwdriver and was scanning as he ran, his coat flapping around his legs.

"Here!" he yelled, pulling Gemma towards what looked like a laundry chute.

"Are you kidding?" Gemma skidded to a halt, as the Doctor held the chute cover open, looking at her expectantly. Before he could answer, the crash of booted feet and yelled commands drifted down the corridor toward them.

"Trust me" the Doctor said, confidently. Gemma stood, unconvinced, but as the crashes sounded louder and louder, she realised that, crazy or not, she had no real option but to go with the Doctor's plan. Grabbing Fred close, she flung one leg over the chute lip. With a quick backward glance, she swung her other leg in, and leaped into the darkness with Fred. From somewhere inside her terrified brain, she could hear the Doctor following them into the chute – as they slid faster and faster downwards into the darkness.

It felt like they were falling forever, but could only have been a matter of seconds before she and Fred shot out the bottom, thankfully onto a pile of fairly revolting but soft laundry. A Whump! sound indicated the imminent arrival of the Doctor, as Gemma and Fred rolled hastily out of the way. He landed head first, his long limbs sprawling everywhere, before he stood poised to run. Fred scrambled to his feet and began to babble excitedly about the slide, apparently forgetting the reason for their headlong flight. Gemma, however, edged close to the door of the laundry room, listening for sounds outside. They seemed to be safe for now. Shushing Fred, they sprinted headlong for the back door, visible at the end of the corridor. Crashing through into an alley, Gemma breathed a sigh of relief. It was empty. Even better, the sound of a bell chiming in the background meant that the streets would be busy again. She hauled the Doctor and Fred out onto the street and, sure enough, it was filled with the same silent people. Now that she knew why they were silent, Gemma felt an incredible sadness for them, but knew this was not the time for pity.

Grabbing Fred, she joined the throngs of people as they walked down to the tram stops. "Just walk like them" she whispered urgently to him. "We need to pretend to be like them!" Fred looked from her to the Doctor, who was walking beside them as if he had never had a thought in his head, but turned and winked, almost imperceptibly, at Fred before turning back to the front, staring with a fixed gaze at the back of the man in front's head.

Fred grinned, winked back at the Doctor and tried to walk like him.

Gemma kept her head facing forwards, shuffling along with the crowd, but her eyes were darting back and forth, trying to see if their pursuers were following them. Out of the corner of her eye she could see uniformed figures pouring out of the hotel. They looked human. Well – she thought to herself, if the Tessellen really had got as lazy as Sam thought, of course they would use Alberti Magni to do their dirty policing work aswell. Shivering, she concentrated on the crowd. They had reached the tram stop, just as one of the trams pulled in. She manoeuvred herself as subtly as she could next to the Doctor and Fred, and they boarded the tram together.

As the last passengers filed in, the tram made ready to pull away. Just as it was about to move, however, its engine cut out with a jerk. Gemma looked out of the corner of her eye and saw that the police had stopped the tram. They must be able to detect Fred's Parietal node, she guessed. As they came on board, she could see the Doctor pulling out his sonic screwdriver, which glowed blue as he held it discreetly behind him.

The police entered the tram confidently, but looks of confusion passed over their faces as the handheld scanners seemed to be giving them conflicting information. Eventually one officer, clearly in charge, stood at the front of the tram and spoke.

"We know there are activated nodes on board. We tracked you onto this tram. You are using some kind of shielding device." Gemma suppressed a smile. The screwdriver definitely came in handy. "But we will find you. You will give yourselves up now, or we will be forced to examine the brains of every person on this tram. It will be painful for them all."

Gemma kept her head down, as did everyone else on the tram. Except the Doctor.

"Oh alright" he said cheerfully, standing up with his hands in the air. "It's a fair cop. You've got me guv!" he wandered towards the police at the front. The officer regarded him stonily, then indicated to one of his subordinates, who cuffed the Doctor, and held him by the arms. "I don't suppose it'd do any good to just ask you to let all these lovely people go now, would it?"

"Who is your accomplice?" The officer in charge spoke to the Doctor with no emotion. Clearly he was controlled by the Tessellen and lacked the capacity to do anything outside his programming.

"My accomplice?" The Doctor sounded genuinely bewildered. "Your scanners must be playing up because of my shielding device. There's only one activated node on this tram, just me, the one and only." He smiled at the officer.

"Scans prior to your intervention showed two nodes on this vehicle" Gemma realised that the officer was not about to get sidetracked by the Doctor. He was convinced that there were two activated nodes on the tram. Fred was safe because the Doctor has put himself forward as having the activated node, and the police couldn't tell that it wasn't him because of the screwdriver. But why would they think there were two activated nodes? Cautiously stealing a glance at the other passengers, Gemma realised that the man sitting in the seat directly opposite her and Fred was sweating, ever so slightly, and that his hands were clasped together in his lap, as if to stop them shaking. Everyone else was sitting stock still, not even looking up at the policeman's voice. "Will the second activated node step forward." The officer was like a dog with a bone. He had been programmed to fetch the activated nodes for the Tessellen, and was not going to stop until he had got them. If he scanned the entire tram, not only would he find Fred, he would cause the other passengers pain, and rumble Gemma, whose brain was organic. The Doctor still stood, manacled, at the front, burbling away to the officer about how he was working alone. Noticing that the man in the opposite seat was beginning to fidget – he would be noticed any moment now – Gemma made a decision. Out of the corner of her mouth she whispered across Fred to the shaking man "Look after him". Then, in order to cover up Fred's confusion and the man's reaction, Gemma stood up, shoving Fred across the tram.

"It's me" she said, noting that the man had clamped his hand onto Fred's knee, anchoring him to the seat, keeping them both staring mindlessly at the seat in front of them. "I'm the other one. Sorry, Doctor" she smiled at him. "I can't let you do this on your own."

The Doctor looked surprised, but took it in his stride. The officer cuffed Gemma himself, and the two were marched of the tram. In an undertone, Gemma told the Doctor about the other man on the tram. "He must be part of the resistance" she guessed. "He didn't want them to get their hands on him, anyway. I just hope he looks after Fred."

Before the Doctor could reply, they were summoned before the officer, who regarded them without emotion, without curiosity.

"You have activated nodes." He said. "You must be brought before the Tessellen council. Immediately."

The Doctor looked over at Gemma with a mischievous look on his face. "Would you like to do the honours?" Despite their predicament, she had to try very hard not to laugh out loud. Grinning back at the Doctor, she turned to their captors and spoke, doing her very best to keep a straight face.

"Take us to your leader…"


	6. Chapter 5

Chapter Five

The Officer was as good as his word. In no time at all, the Doctor and Gemma had been loaded, still handcuffed, onto a small ship, and shot off into the sky. Despite their situation, Gemma shuffled closer to the Doctor to lean across him and look out of the shuttle window.

"See, windows!" she whispered to him as she gazed out over the Hephaistonian sky. "All the good spaceships have them."

"Oi!" the Doctor objected, looking miffed. "My TARDIS is the best there is – and she has an observation deck – a whole deck! – I just didn't have time to show you." Gemma snorted.

"Didn't want to, more like! Didn't want to share...." she was looking out at the rise of a great white sun over the horizon, and so missed the shadow of hurt that flitted across the Doctor's eyes. He wanted desperately to share, but could not make himself go through that pain again, couldn't put someone else through it either. Before she turned back, he had fixed a smile on his face again.

He remained silent as the shuttle docked with the enormous Tessellen ship, and didn't speak until they were hauled into a large room, decorated with ornate gold filigree and red velvet. "Not too sure about the décor" he muttered to Gemma under his breath, as they were escorted in. "But at least they keep the place nice and cool..."

Gemma grinned – the look a bit over the top, but the Doctor was right, the ambient temperature was the cool side of pleasant. It looked like they had been led into an imposing looking throne room. It was carpeted, even the walls were draped in velvet, and everything about it screamed 'decadence'. At the rear of the room was a raised dais, on which sat a chaise-longue, built to look very much like a throne. The Alberti Magni police officers who had escorted them in stood to attention at either side of the hall, waiting silently. At the back of the room, a great door opened, and through it stepped what Gemma imagined was a footman of some sort, dressed in frilly shirt, breeches and a tailed coat. He bowed deeply, as the Tessellen sloped into the room. Gemma eyed him with interest. Apart from the Nefraxi, she hadn't seen any non-humanoid aliens. He (if it was a he) was definitely not humanoid. For a start he had four legs, all sprouting from an upright barrel shaped torso, so that he walked with a kind of roll, each of his four legs hitting the floor in a wave that moved him forwards. From his torso to his head was, Gemma guessed, about a foot. The head itself was squashed, although it did have features that she could at least comprehend – eyes and a mouth. He didn't appear to have a nose. Gemma stared at him in fascination, the Doctor with faint revulsion.

He sashayed his way onto the dais, and laid himself out, as elegantly as he could, along the chaise-longue. At once another servant entered, bearing a tray of fruits and cakes, which was set up reverently, close to the lounging alien. Just as Gemma was wondering how he would eat them, given that she hadn't seen any arms, the Tessellen shot out a tentacle like tongue, wrapping it around one of the little cakes, and bringing it back to his mouth to devour greedily. He ate two more cakes in this manner before his beady eyes turned to regard Gemma and the Doctor.

"Humans." He said dismissively, in a plummy voice. Gemma realised then that what he really most reminded her of was a Regency dandy, sitting at court having his every need pandered to by an army of servants – soft and cruel. He blinked slowly, as if to indicate that he could not possibly think any less of them if he tried, and moved his attention back to the tray of delicacies in front of him.

"Not quite" the Doctor said, standing forward. It seemed to Gemma that he almost grew as he did so – or perhaps that was just the impression she got. He certainly seemed to be radiating something. Power? Confidence? "One human" he nodded towards Gemma, who gave a half bow. "One Time Lord." Gemma recognised the aura that was now surrounding the Doctor. Arrogance. Her forehead crinkled into a slight frown. That was unexpected. "And you, Tessellen, should leave this planet, right now." It was slightly absurd, Gemma thought, for the Doctor to be making demands of the alien who so clearly held them captive, but the tone of his voice sent a shiver down her spine.

The Tessellen laughed, a weak bubbling laugh, and eyed the Doctor with more interest. "Time Lord?" he gurgled "I had thought you were all gone. Well" he ran his gaze dismissively up and down the Doctor's skinny frame. "I hardly think it makes any difference. Your people are gone, _Time Lord_, and so has your power. You are no more to me than one of those" he jerked his head towards Gemma.

The Doctor stood very still, regarding the Tessellen from a face that had turned to stone. When he did speak his voice was even, but Gemma almost flinched at the steely anger that seeped into every word.

"I am warning you, Tessellen. This is your one and only chance to stop what you are doing and leave this planet in peace. Leave. Now."

The Tessellen laughed again. "Not even the Shadow Proclamation is in force here, _Time Lord_" he said, mockingly. "You can give me as many last chances as you like – there is no way you can stop us!"

"You want to bet?" Gemma burst out "You slimy old octopus..." She bristled, and took a step forwards, toward the dais. The Alberti Magni police swarmed down on her immediately, holding her to the floor, squirming awkwardly.

The Doctor watched, helpless, as the Alberti Magni secured Gemma, barely holding his anger in check.

A female police officer stepped forward and, at the instruction of the Tessellen, marched Gemma, protesting loudly, from the room.

"Leave her alone" the Doctor said deliberately, his faced carved from stone "and leave this planet." He realised, to his shock, that his anger was threatening to consume him. He had not given way to his anger for so long, but the words of the Tessellen had eaten into his control, stabbing straight into the heart of his loneliness. No more of his kind, and no human companion, not anymore. The Doctor felt the waves of anger washing the pain away. He gazed at the Tessellen, imperious: he could destroy this entire ship, the Tessellen and their Alberti Magni servants along with it if he chose to. A thought returned fleetingly to his mind. _I'm so old. I used to have so much mercy_. Not any more, he thought, not any more.

But then he thought of her. However much he tried not to, he always thought of her, and his rage died under the weight of his sadness. She wouldn't have let him, and he knew he couldn't, not unless he had no choice.

The Tessellen saw the play of emotion across the Doctor's face, and guffawed, spraying cake crumbs and globules of fruit onto the floor. "You are so _weak_! The last of the Time Lords is impotent, because his conscience won't let him hurt _innocents_!" he chuckled to himself, as the Doctor regarded the lush carpet with a sullen stare laced with sadness and self doubt.

Gemma kicked and strained against her guard as she was marched out of the throne room through a door hidden behind one of the velvet drapes. Almost instantly, however, the policewoman pulled her head back and hissed into her ear.

"Stop struggling or the Tessellen will send someone to help me – then you'll be in real trouble!" Gemma was so surprised that she instantly became still, walking where she was directed without resisting.

"Who are you?" she whispered, as soon as they were out of earshot of the throne room.

With a nervous backward glance the policewoman replied hurriedly, still marching Gemma away. "I'm with the resistance. Sam got me a message about you – he said you might be able to help. Said that you had been able to cure a child..." She tightened her grip on Gemma's shoulder in warning, as she herself stopped speaking. Gemma could almost feel the woman becoming duller, as though she were acting on orders and could not think for herself. A Tessellen came into view around the corner, lurching as its four legs worked their way forwards. The policewoman held Gemma silent and still as the Tessellen walked past. It looked Gemma up and down with curiosity, as she stared mutinously back at it, but completely ignored the Alberti Magni holding her.

As soon as it was out of sight, the Alberti Magni hauled Gemma off again. "Sam said you had the child with you. Where is he?" She sounded worried.

"We left him on the surface" Gemma explained. "There was another guy on the bus, he was trying to avoid the police. So the Doctor and I came up here, and I left Fred with... whoever he was." She bit her lip, anxiously. "I hope he'll be OK..."

"He must have been part of the resistance, if his brain was working. Don't worry, he'll make sure he's OK." She spoke swiftly and reassuringly. Gemma smiled, and introduced herself. "Maria" said the woman, smiling tightly, all the time keeping them moving towards what Gemma thought must be the centre of the ship. At last they came to a control room of some kind, humming with screens and dials and levers and consoles of all sorts.

"We should be safe in here" Maria whispered, pulling open an access hatch in the wall, leading the way through into some kind of maintenance room. "The Tessellen never leave the main levels of the ship." Gemma, wrinkling her nose against the acrid aroma of heating electrics, thought she couldn't really blame them.

"Smells like it's overheating" she commented.

"S'Always like that" Maria seemed unconcerned. "Ship is running on maximum just to keep everything going"

"Blimey, it really is a bit warm down here, though, isn't it?" Gemma said, looking round at the low ceiling room full of wires and connections, the humming and throbbing bowels of the ship. Maria shrugged. She didn't notice it anymore. It just felt better than being out on the main levels with the Tessellen. Holding out her hands, Gemma waited as Maria took off the handcuffs. "Well..." Maria spoke expectantly. "What now?"

"Ummm" Gemma found herself at a complete loss. She had sort of expected Maria to have a plan. It was her that had rescued Gemma, after all. But then, she had heard what the Doctor had done. That look in her eyes, Gemma realised, was hope. And whilst Gemma knew that she, on her own, couldn't do much, she _did_ know a man who could. "There must be something that will distract the Tessellen so the Doctor can get away." She said, casting her eyes around her, as though the answer would leap out at her from the walls. Maria shook her head, blank.

"What about if I pretend to have escaped?" Gemma suggested, flapping her hand in front of her face, fanning herself. "I could go back to the throne room, cause a diversion..." Maria shuddered and shook her head more vigorously.

"If you do that, they'll just set the police on you, and then you'll either end up in a cell, or in a cage for their amusement... they used to do that with us, before they had operated on all our brains – they'd catch the ones who fought, and keep them as amusement for their dinner parties. Freak shows...When the boy wasn't with you.." she faltered. "I thought... well, that they'd taken him for that..." Maria tailed off, as Gemma seemed to have stopped listening to her.

"Dinner parties..." she said, a gleam growing in her eyes. "They like their luxuries, do they? And they clearly like their food. Are they all as big and fat as that one in the throne room?" Maria nodded. Gemma smiled. Ideas were clunking into place in her brain. It wasn't much of a plan, but it was a start, and it might just buy the Doctor enough time to get away, and come up with a plan of his own. "So, she turned to the wide eyed Maria. "Just how well do you know this ship?"


	7. Chapter 6

Chapter Six

The Doctor stood in the throne room, staring out of the window at the world below, with its silent squares and deserted streets. His brow was furrowed. Gemma was gone, somewhere in the heart of the ship, and he needed to think of a way to get to her, and to get her out. And, preferably, to get the Tessellen of this planet. Blinking, he reached a hand up to loosen his collar and tie as he thought.

***

Gemma checked her watch again. Maria should be nearly ready by now. Crossing her fingers, she turned the dial up to maximum, before breaking it off, so it could not be readjusted. _Here's hoping_, she thought, before silently setting off in the direction of the throne room.

***

The Doctor was watching the Tessellen chief, who lazily spat out the stones of what looked like sugared plums onto the throne room carpet. He had had some time to think, and knew how to help the Alberti Magni, and get rid of the Tessellen. It hadn't taken him long to work that out. Now all he had to do was get himself out of the room, find Gemma, and put the plan into action. Unfortunately, he was having trouble with the getting out of the room part. He had his sonic screwdriver, and with that he knew he would be able to get out of the handcuffs and stop the Alberti Magni, whose electronic brains could be wiped out entirely at the right frequency. But that was one of those things he wouldn't do.

He frowned and ran a hand across his brow. There was definitely something wrong. He had already had to remove his coat, which was now slung carelessly over his arm, and he was still getting hotter. The Tessellen had noticed the heat too, and was shifting his bulbous form uncomfortably on his seat, huffing slightly. His skin was a shining sheen of sweat. He looked up in irritation as the female Alberti Magni walked in, and requested of the guards that they assist immediately in the control room.

"There has been a malfunction in the air conditioning unit. All Alberti Magni are required to attend to the problem." The Tessellen, beads of sweat now polling on his upper lip, waved at them impatiently.

"GO, get it fixed" he said, petulantly. "And fetch me an iced drink!" The Doctor watched as the guards filed out, unquestioning, following the woman. Then he noticed Gemma's face in the doorway, gesturing to him. He grinned, clumsily getting out his screwdriver, setting it, then holding it in his teeth as he popped the cuffs. Still grinning, he put the screwdriver away, jauntily saluted the Tessellen, who was spluttering with outrage and struggling up from the chaise-longue, and bounded out of the room, to envelop Gemma in a huge bear hug.

"Brilliant!" he said. "Air conditioning?" he raised an eyebrow at her. _Hugging_. That was another thing he missed when he was on his own. Not enough hugging. He grabbed Gemma again and swung her off her feet.

"Yep! Figured none of these guys would want to let it get too hot and uncomfortable…" she grinned back at him, amused. "You might want to put me down though, before we both get caught again." The Doctor sheepishly put her down, looking over his shoulder at the Tessellen, who had made it up off his couch and over to a cord in the corner of the room, which he tugged at, setting off a furious alarm across the ship.

"Andiamo?" Gemma queried. The Doctor's grin went off the scale.

"Andiamo." He confirmed. "I _like_ that!" They sprinted off. "We need to find their tracking unit. Keep your eyes open, it'll look like a sort of computer screen, reading brainwaves…" He almost tripped over Gemma who had skidded to a halt in front of him.

"This way then!" she scrambled round him, running back the way they had come, careering straight into the Tessellen, as he rolled out of the throne room. With a grunt of surprise, he whipped out his long tongue, catching Gemma round the middle, trapping her arms against her body.

"Yurgh!" Gemma's skin crawled at the thought of the alien's tongue against her, and she struggled against him. The Tessellen was surprisingly strong, however, and held her tight, gurgling with triumph.

"Yeuch!" the Doctor sounded as disgusted as Gemma.

"Doctor!" Gemma sounded reproving. "A little help?"

"Right!" the Doctor gathered his wits, and looked around for inspiration. Finding none, he raced forward to Gemma's side. He flexed his hands, and looked pleadingly at Gemma.

"Doctor..." her voice was warning now. Looking the other way, the Doctor gingerly reached out, and took hold of the Tessellen's tongue with the tips of his fingers. Sticking his own tongue out in revulsion, he grimaced and took a stronger grip, tugging against the Tessellen's tongue, with little effect. The Doctor's face registered surprise, then disbelief, as he pulled with all his strength without the Tessellen's tongue shifting at all. Gemma squirmed impatiently, egging the Doctor on. He stopped, panting with the effort, and renewed his grip, no thought of disgust this time. With both fists clasped firmly around the Tessellen's tongue, the Doctor strained with all his might, lifting his feet to brace against the Tessellen's body as he yanked. Still the Tessellen remained unmoved. The Doctor let go and stood back, staring at the figures in front of him, perplexed.

"Maria!" Gemma's yell made the Doctor spin round, to see the female Alberti Magni taking in the scene in front of her, before dashing into a small room off the throne room. A second later she had reappeared, carrying an old fashioned soda siphon.

"Oh, good girl!" the Doctor crowed, as Maria advanced on the Tessellen, with intent. The Tessellen, still sweating and now panting uncomfortably from his struggle with the Doctor and Gemma, watched her with a mixture of amazement and fear, as he understood what she was going to do. Gemma, too, twigged, and leant to the side, squeezing her eyes shut against the backsplash as Maria pressed down the lever on the siphon, shooting a high powered jet of water into the Tessellen's open mouth. With no nose, and no other way to breathe, the Tessellen was forced to retract his tongue, coughing as the water choked him. Gemma span free, and over to the Doctor.

The pair of them stood, grinning stupidly at the sight of the Tessellen spluttering, until Maria, exasperated, diverted the spray towards them briefly, eliciting a gasp of surprise from Gemma and an indignant "Oi!" from the Doctor.

"Go!" said Maria, turning the spray back on the Tessellen "Do whatever it is you are going to do. But do it quickly!" She looked pale, and serious. Grabbing the Doctor, Gemma hustled him off down the corridor.

"I hope you've got a plan." she said, as they sped off. "Maria's blown her cover to get us free..."

"Don't worry" the Doctor wiped the soda water from his eyes as he ran. "Just find us that tracking unit!"

Gemma led the way back to the control room, stopping in front of the bank of screens, each showing some sort of wave, each surrounded by more switches and lights and dials than an aeroplane cockpit: It meant nothing to her. The Doctor, however, running in hard on her heels, ran over in excitement, his eyes taking it all in, and a grin spreading all over his face.

"Oh, you are _good_ Gemma…" he stopped, half way through his sentence. There was something missing – a second name. That always sounded better with a second name – Martha Jones, Donna Noble, Rose Tyler. Stopping, he turned to her, a quizzical look on his face. "Gemma… who?" he asked.

Gemma, who had moved to the doorway, was keeping watch for approaching Police or Tessellen, turned back to him briefly.

"Doctor... who?" she countered. "Shouldn't you get to work on that thing?"

"Right" The Doctor pursed his lips, frowning slightly, and returned to the tracking console, pulling out his screwdriver. "If I can just reverse the tracking systems" he said, putting the screwdriver into his mouth to free up his hands, which set to work pulling off the metal cover, ripping out the wires inside "ven I shoul' ve avle to fend a fignal" he spat the screwdriver out, catching it deftly and turning it towards the wires he had just reconnected out of sequence "and get to all of their brains at once..."

"Hurry Doctor, here they come!" Gemma whispered urgently from the doorway. The same Tessellen they had first been taken too, the leader, rolled around the corner, puffing at the effort of leading his Alberti Magni troops.

"Just one more minute…" the Doctor flicked some more switches on the front of the machine, dancing from one side of the console to another as he worked. With a final flourish, he threw down the last switch and leaped away from the console, joined by a retreating Gemma, just as the Tessellen entered the room, followed by the police.

The Doctor raised his screwdriver at them, shepherding Gemma behind him with the other hand.

"Hold it right there!" he said, pointing the screwdriver directly at the Tessellen, who halted, uncertain. "Call them off" the Doctor commanded, indicating the police who filed into the room behind the Tessellen, batons at the ready. "Or I'll do it!"


	8. Chapter 7

Chapter Seven

The Tessellen just laughed. "That is just a sonic device!" he said scathingly. "It can do nothing to me, and I very much doubt that your conscience would allow you to harm the Alberti Magni with it..."

The Doctor smiled and turned the screwdriver towards the tracking machine. "Oh no" he said, as he switched the screwdriver on. "Not harm them." He smiled beatifically at the Tessellen. "A little boost, on the other hand, is a whole different kettle of fish..." He directed the screwdriver at the largest dial, as the waves on the screen grew larger and wilder. "There, that should do it." He put the screwdriver back in his jacket and his hands in his pockets, as he stood, as if waiting for something.

The Tessellen hissed at him, his tongue flicking in and out as he tried to work out what the Doctor had done. Gemma, too, watched in anticipation. Nothing happened. The Doctor continued to stand, rocking gently back and forth on the balls of his feet, smiling sweetly. The Tessellen's face moved from fearful to confused to triumphant. Gemma began to shiver with fear as his tongue lashed out convulsively as he pressed forward, looking at the Doctor with cruel eyes.

"Take them" he ordered, and the Police started moving forwards. Gemma tugged at the Doctor's sleeve, urging him backwards.

"Wait!" The Doctor spoke suddenly, and with authority. The Tessellen paused, as did the Police behind him. Gemma waited to see what would come next.

"What is it Time Lord?" the Tessellen spat the words, his long tongue twitching with impatience.

"Not you" the Doctor replied. "Them." He turned directly to the Policemen, who regarded him with confusion.

With confusion. That was odd, Gemma thought. And they had stopped when the Doctor had said wait. That wasn't right.

"They're listening to you Doctor" she said, in amazement. "What's going on?"

"I adjusted the tracker to transmit" the Doctor grinned. "Instead of tracking down every Alberti Magni with a working Parietal Node, I used it to beam out a new programme. I broadcast a remedy to the surgery by the Tessellens." He looked very pleased with himself. "I've given them back their ability to think for themselves."

The Tessellen looked around him at the Alberti Magni, who stood with looks of utter confusion on their faces. "Take them" he screamed, lashing out at the nearest with his tongue. The policeman simply stood there, staring at the Tessellen, not knowing what to do.

"Or not" the Doctor said, stepping forwards. "They're no longer under your control." He turned to the policemen and spoke in a gentle voice to them. "You don't have to do as he says, any more." They turned to each other in wonder. "Free Will – it's a wonderful thing!" the Doctor grinned at Gemma as the policemen smiled uncertainly. "It'll take some time to adjust though, so I suggest" he emphasised the word. It was not an order. "That you all return to the planet's surface, find your friends, find your families. Your children." The Alberti Magni, still confused, nodded slowly, and began to walk out of the room, shaking their heads in disbelief.

"Will they be OK?" Gemma asked, concerned – they did not seem sure of what they were doing at all.

"They will be" the Doctor said, confidently. "Especially when they find their kids. Their brains will adjust to the change much quicker – like Fred did – and the adults will get there in the end. Sam and the others can help." He turned to the Tessellen, who was furtively eyeing the door.

"This is simply a setback" he said, shuffling his feet backwards. "We have taken control of the Alberti Magni before, and we will do so again…" The Doctor walked over to him and placed an arm around his neck.

"I'm not so sure about that, me old matey, me old mucker" he said, emphasising the "mmmm", leading the Tessellen over to the window. It overlooked the great city below, where Gemma could see the tiny figures of the Alberti Magni, emerging from buildings, from schools, talking to one another. "Look at that – they're back! And they can choose now. Do you really think they're going to choose to let you take them over without a fight?"

The Tessellen looked dismissive. "We have beaten them before…"

"Ah" said the Doctor, poking a finger at the Tessellen's fat belly. "You were in better shape then, though, weren't you? How about now? All those years of living the high life, pampered, your every whim catered for…" he sidled round the Tessellen and poked him again, before skipping back out of reach of the tongue that lashed out. "Now you're old and fat and slow" he said, a serious look coming over his face. "I would say now is the time to move on. When all the Alberti Magni have gone home, leave here. It's your only hope."

The Tessellen looked down at his own belly, and licked his lips nervously. He looked out of the window again. The Alberti Magni were pooling together in the squares and open spaces down in the city – some were pointing up at the great Tessellen ship. The Doctor's face lost its jovial smile as he leant in close to the Tessellen's head and spoke to him in a steely whisper.

"If I _ever_ hear of you taking over a planet of sentient beings, _ever_ again, I will track you down, and I will stop you. No second chances. Shadow Proclamation or no Shadow Proclamation."

The Tessellen stared at the Doctor malevolently, before turning, swaying out of the room hurriedly.

Gemma and the Doctor were left standing, alone.

"Phew!" the Doctor puffed out his cheeks and ran a hand through his hair, smiling toothily.

***

They were waiting to board the last shuttle back to the planet's surface. The ship's servants had all chosen to return – unsurprisingly, Gemma thought, but the Doctor had insisted on asking everyone he saw if that was their choice. He liked "seeing Free Will in action" he said. Now they were about to leave themselves, along with Maria, who they had found in a holding cell of the ship. The shuttle left the Tessellen ship and, almost immediately it made ready to leave. By the time they disembarked on the surface, its final checks were complete.

Above their heads, the Tessellen ship began to move off, slowly and noisily. The crowds all stopped to stare at the awesome sight of the huge vessel grinding slowly away from its moorings. Gemma, watching with Fred, grinned at the sight. It was like an entire city moving away in the sky.

A commotion moving through the crowd towards them distracted her - it was Sam, and Maria, and some other adults who must have been with the resistance: they were acting with purpose, unlike the majority of the watching throng, who seemed utterly bemused by the reactivation of their brains. Peering over to see what they were doing, Gemma's blood ran cold. Between them they were hauling something. She knew instantly what it was, and looked around for the Doctor. He was still chatting to the Alberti Magni, asking their opinion on anything and everything, just for the delight of seeing them think.

"Doctor!" the tone of her voice made his head snap up instantly. His alert face found hers, and travelled on to the object which had caused her so much concern.

"No!" he shouted, leaping down onto the concourse where Sam and Maria were directing the placement of the thing. "Stop!" he ran over to them, as they aimed the barrel of the laser cannon upwards, at the retreating Tessellen ship. Sam stepped forward, placing himself between the Doctor and the gun. His face was grim, and he used his greater bulk to stop the Doctor, holding him away from the weapon. Maria, pale faced and determined, continued to prepare it.

"They deserve this" Sam said, his voice hoarse. "We've had the weapon for so long, but not been able to use it with all these people still up there, still butchered..." his eyes gleamed wildly at the Doctor. "But now you've freed them, we can take our revenge on the Tessellen..."

"Don't!" The Doctor's voice was desperate. "Look, they're leaving, see?" he pointed up at the sky. "There's no need to do this!" He faced Maria, urgently appealing to her as she punched directions into the control pad of the cannon.

"Maria, please don't!" Gemma was at the Doctor's side, pleading with Maria. "You'll kill them all - they're going, isn't that enough?"

Maria shook her head, tears spilling out down her face. "They've taken too much from us." she turned to the Doctor and Gemma, her face registering anger. "They shouldn't get away free after the things they have done..."

The Doctor ran a hand through his hair, looking round at the Alberti Magni, who were massed around them, listening. "Oh, come on!" he almost shouted, as he realised time was ticking away. "You don't need to kill them all!" Gemma tried darting round the Doctor and Sam to get to Maria, but one of the crowd stepped forward to stop her.

"They shouldn't get away with it." When he spoke, Gemma realised that he was not one of the resistance, but one of those whose brains had been fixed by the Doctor. "What they did to us - they should pay for it" he spoke slowly, but with conviction.

Gemma, seeing that he did not mean to let her get to the cannon, and that there was no way past him, stopped struggling, standing back with her hands held up, resigned. They looked around. The crowd, all of whom had been watching intently, seemed to nod as one, all in agreement.

"But..." the Doctor got no more words out, before Maria finalised the cannon, and hit the button. Gemma and the Doctor watched as a stream of energy flew upward from the muzzle, flowing up into the ship. For a second, Gemma thought it might not have worked, but then the ship's shields were breached, and that small explosion was followed, seconds later by an enormous implosion, as the huge structure caved in on itself in a burning ball of orange light. Gemma turned away from the sight, seeing the watching Alberti Magni, their faces upturned, bathed in the orange glow. As she watched, they began to smile and cheer. She turned away from them, to the Doctor. His face too, was upturned towards the explosion, the fire reflected in his eyes, but there was no trace of a smile on his lips. Gemma realised that he was making himself watch; burning the horror of the moment in to his brain, something she did not have the courage to do. Her eyes dropped to the floor, where they remained until the Doctor's hand reached out to her shoulder. Together they pushed their way through the cheering throng, making their slow way back to the TARDIS, as the debris from the ravaged ship began to fall around them.

Behind them in the distance, they could hear the crowds still celebrating. The TARDIS stood where they had left her, still looking out of place. Somehow, though, the square had lost the shiny newness that had so impressed Gemma. She turned to the Doctor, who hadn't said a word all the way back.

"Free will..." she said, frowning still at what she had just witnessed. "I suppose it cuts both ways..." The Doctor nodded, still silent. "Androids - programmed to behave just like humans..." Gemma sighed, a tired sigh of resignation. "We should have guessed." She walked slowly up to the door of the TARDIS, wanting to put the planet behind her but paused as the sound of running footsteps reached her ears. She turned to see Fred, pelting up the avenue, waving at the Doctor.

"Doctor!" he shouted "Wait!" The Doctor turned, and smiled at the boy, who raced up to him and hugged him. "I didn't think they should've done that..." he said, panting, a troubled frown on his face. The Doctor crouched down in front of Fred, and ruffled his hair affectionately.

"I know, Fred." his voice was gentle. "You've got a very special brain in there you know" he rapped his knuckles softly against Fred's temple, smiling at him lopsidedly. "And I think you're going to have to use it. They need you to use it, and to teach them, too." He gazed down the street towards the point in the sky which still burned, raining orange down on the surface of the planet. "Can you do that Fred?" the Doctor questioned him. The boy nodded, solemnly, and then grinned.

"Course I can." he said, his eyes twinkling. "I'm going to be just like you! I'm going to be a doctor, and help people!" Gemma watched as the Doctor hugged Fred in close, then stood and walked over to the TARDIS to join her. Fred waved exuberantly, before turning on his heel to run away.

"So, where to?" Gemma asked, studying the floor of the TARDIS, deliberately not meeting the Doctor's eye. His hand paused for a second on the controls, before he began flicking switches and pulling levers. He didn't move with his usual bounce and vigour, and he closed his eyes for a fraction of a second before he answered her.

"Taking you home." He continued to work at the console, still not looking at her.

Gemma continued to inspect the grilles beneath her feet. The wheezing groan of the TARDIS began.

"I wish you could" she murmured sadly, so quietly that the Doctor couldn't hear her, and turned away so he couldn't see her face.


End file.
